Applied Materials, Inc. (NASDAQ:AMAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Applied Materials, Inc. (NASDAQ:AMAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On July21, 2017, the Board of Directors (the “Board”) of Applied Materials, Inc. (the “Company”) appointed Daniel J. Durn, age 50, Chief Financial Officer, effective on or about August24, 2017, following the filing of the Company’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2017. Mr.Durn will join the Company as Senior Vice President on August7, 2017 and will succeed our current Chief Financial Officer, Robert J. Halliday. Mr.Halliday will remain with the Company to support a smooth transition and move to a new role focused on business development.

Mr.Durn is currently Executive Vice President and Chief Financial Officer of NXP Semiconductors N.V., a semiconductor manufacturer (“NXP”). Mr.Durn joined NXP in 2015, having served as Senior Vice President of Finance and Chief Financial Officer of Freescale Semiconductor, Inc., from June 2014 until its merger with NXP in December 2015. Prior to Freescale, Mr.Durn was Chief Financial Officer and Executive Vice President of Finance and Administration at GlobalFoundries, a semiconductor foundry, which he joined in December 2011.

Mr.Durn’s offer letter with the Company, dated July21, 2017, provides that Mr.Durn will initially receive an annual base salary of $600,000 and will be eligible to earn a target bonus of 110% of his base salary under the Company’s Senior Executive Bonus Plan (“SEBP”) beginning in fiscal year 2018. Actual bonus earned, if any, will be subject to the terms of the SEBP and based on achievement of performance goals established by the Human Resources and Compensation Committee (the “HRCC”) of the Board. Because Mr.Durn’s employment with the Company occurs after the eligibility date for a 2017 SEBP bonus award, he will earn a special bonus payment of $250,000 six months following his start date, subject to active employment as of such date. Mr.Durn will also receive a sign-on bonus payment of $500,000 (“Sign-On Bonus”) after 30 days of continuous employment with the Company. In the event that Mr.Durn resigns or the Company terminates his employment for cause prior to the completion of 24 months of service, Mr.Durn will be obligated to repay the Company for the full amount of the Sign-On Bonus, less any amounts withheld by the Company for taxes.

In addition, following completion of 30 days of continuous employment with the Company, Mr.Durn will be awarded the following equity awards: (1)new hire restricted stock units (“RSUs”) with a value of $2,500,000, scheduled to vest ratably over three years beginning on February1, 2018, and subject to acceleration of vesting in the event that the Company terminates Mr.Durn without cause before February1, 2020; (2)long-term incentive award with a target value of $1,500,000, consisting of performance shares (“PSUs”), scheduled to vest in December 2019, subject to achievement of certain performance targets established by the HRCC relating to the Company’s three-year average wafer fabrication equipment (“WFE”) market share and the Company’s three-year average non-GAAP adjusted operating margin; and (3)long-term incentive award with a value of $1,500,000, consisting of RSUs scheduled to vest in three equal installments on each of January15, 2018,December19, 2018 and December19, 2019. In each case, the number of RSUs or PSUs granted will be determined by dividing the stated value of the award by the closing price of the Company’s stock on the date of grant. Mr.Durn will also receive relocation benefits under the Company’s standard relocation policy.

The Company issued a press release on July24, 2017 announcing the appointment of Mr.Durn, which is attached as Exhibit 99.1 to this report.

Item 5.02 Financial Statements and Exhibits.

ExhibitNo.

Description

99.1 Press Release issued by Applied Materials, Inc. dated July24, 2017

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APPLIED MATERIALS INC /DE Exhibit
EX-99.1 2 d430452dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Applied Materials Announces Dan Durn to be Next Chief Financial Officer     •   Semiconductor industry veteran will join Applied Materials in August     •   Bob Halliday to remain with the company,…
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About Applied Materials, Inc. (NASDAQ:AMAT)

Applied Materials, Inc. provides manufacturing equipment, services and software to the global semiconductor, display and related industries. The Company’s segments are Semiconductor Systems, which includes semiconductor capital equipment for etch, rapid thermal processing, deposition, chemical mechanical planarization, metrology and inspection, wafer packaging, and ion implantation; Applied Global Services, which provides integrated solutions to optimize equipment and fab performance and productivity; Display and Adjacent Markets, which includes products for manufacturing liquid crystal displays, organic light-emitting diodes, upgrades and roll-to-roll Web coating systems and other display technologies for televisions, personal computers, smart phones and other consumer-oriented devices, and Corporate and Other segment, which includes revenues from products, as well as costs of products sold for fabricating solar photovoltaic cells and modules, and certain operating expenses.

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